Halozyme plans $1.05 billion convertible notes offering

The proposed offering

Halozyme Therapeutics, Inc. said in a press release dated September 16, 2026 that it intends to offer $1.05 billion of convertible senior notes due 2033, subject to market conditions. The company also expects to give the initial purchasers a 13-day option to buy up to $150 million more. The offering is limited to qualified institutional buyers under Rule 144A.

The notes will be senior, unsecured obligations and will mature October 1, 2033, unless they are redeemed, repurchased or converted earlier. Interest will be paid semi-annually. The release says the notes can be converted only under certain conditions before April 1, 2033, and at any time from that date until the second scheduled trading day before maturity. Halozyme will settle conversions in cash, shares or both, at its election.

The interest rate, the initial conversion rate and the other terms will be set at pricing, in negotiations with the initial purchasers. The release therefore gives no coupon or conversion price for the offering.

Capped calls and note repurchases

Halozyme intends to enter into privately negotiated capped call transactions with one or more financial institutions, which may include initial purchasers or their affiliates. It expects to use part of the proceeds to pay for them. If the initial purchasers exercise the option, the company may add capped calls for the extra notes, and it would use part of that money the same way.

The release also says the company expects to use part of the proceeds to repurchase, for cash, some of its 0.25% convertible senior notes due 2027 and 1.00% convertible senior notes due 2028. Those repurchases would be privately negotiated and carried out at about the time of pricing. The rest of the money would go to general corporate purposes, including working capital, capital expenditures, potential acquisitions and strategic transactions, and possibly further note repurchases.

The release warns that the repurchases and hedging by noteholders could affect the market price of the common stock around pricing. It also says they could raise the effective conversion price of the new notes. Capped calls are expected to reduce dilution up to the cap price. Above the cap, the release says there would be dilution again and no offset.

Advisers

The release names no placement agent or financial advisor. It refers to the initial purchasers only by role and does not name them. It also names no counsel.

What Halozyme sells

Halozyme describes ENHANZE as a drug delivery technology built on a proprietary enzyme, rHuPH20. The release says ENHANZE "has touched more than one million patient lives" through ten commercialized products across over 100 global markets.

The company licenses ENHANZE to biopharmaceutical companies, and the release names Roche, Takeda, Pfizer, Janssen, AbbVie, Eli Lilly and others among its licensees. The company also says it is developing partner products with Hypercon, a microparticle technology, and Surf Bio's hyperconcentration technology.

The money

The 10-K shows net income of $444.1 million for 2024 and $316.9 million for 2025. Cash provided by operations was $479.1 million in 2024 and $651.6 million in 2025.

Year-end cash and cash equivalents were $115.8 million at the end of 2024 and $133.8 million at the end of 2025, according to a 10-Q filed August 6, 2026. At June 30, 2026, cash and cash equivalents were $163.1 million.

The offering would add $1.05 billion of debt on top of the company's existing convertible notes. The company's year-end 2025 cash was $133.8 million, a small balance next to the size of the offering. The release does not say how much of the proceeds would be left after the capped calls and repurchases.

What comes next

The release gives no pricing date and no closing date. It says the interest rate, conversion rate and other terms will be set at pricing.

Report an error

Companies in this story

HALOHalozyme Therapeutics, Inc.NASDAQ · United StatesOpen the desk